Home » About Us » By-Laws

By-Laws

Purpose and Objectives
The purpose of the Midwest Carwash Association, Inc., a Michigan Not For Profit Corporation hereafter referred to as "MCA", is to form a common bond, an association, to represent the mutual interests of its members, and to assist those members with problems through a spirit of cooperation where, by interchange of views and experiences, the Carwash Industry in Michigan, Ohio, Indiana, Illinois, and Wisconsin may be unified, promoted, and strengthened.

Article I (Offices)
The principal office of the Corporation, presently located in the State of Michigan at the registered office of the Corporation, may be at such other location within Michigan, Ohio, Indiana, Illinois, or Wisconsin as may be designated by the Board of Directors.

Article II (Membership)
Qualifications: Any person, firm or corporation engaged in the Carwash Industry as an operator, manufacturer, or supplier, or who may be allied thereto, may become a member of MCA.  Membership is not, however, transferable or assignable.

Application: Application for membership shall be made in writing on the form prescribed by the Board of Directors and shall be submitted to MCA offices.  If there is any question concerning the qualifications of the applicant, the matter shall be submitted to the Board for consideration and decision. The application shall be accompanied by payment of dues for one year. All memberships shall run from January 1 through December 31.

Honorary Members: The Board of Directors, at a duly organized meeting, may elect honorary members by a unanimous vote of the members present.  Such membership shall be reserved for retired members, and for persons who have made exceptionally outstanding contributions to the industry.  Honorary members shall be exempt from payment of any fees, and shall be entitled to all the privileges of regular members, except the right to vote or hold office.

Resignation: Any member may withdraw from MCA after fulfilling all obligations to the Association by giving written notice of such intention to MCA offices.  Such notice shall be brought to the attention of the Board of Directors at the first meeting after receipt of notice. Termination of membership, voluntary or otherwise, shall serve as a release to the Corporation, MCA, of all interests of that member in the assets of the Corporation.

Censure, Suspension, or Expulsion: Any member who violates the By-Laws, or adopted rules of MCA, or who in the judgment of three-quarters of the Board of Directors fails to conduct his/her business in accordance with principles and ethics commonly accepted in the Carwash Industry, may be censured, suspended, or expelled at a meeting properly noticed and called to consider and act upon such question. The member in question shall be given at least ten days notice in writing of the time and place at which such meeting will be held, and of the question or questions to be considered at such meeting, and shall have the right to appear and be heard at such meeting. 

Article III (Dues and Assessments)
Amount: An annual membership fee, as established by the Board of Directors, shall be assessed each member.  Special assessments may also be levied upon members at such times and in such amounts as may be determined by the Board of Directors.

Payment: Dues shall be payable in advance on December 15th of each year, but no later than January 20th of the following year.  Special assessments are due upon receipt but no later than 45 days from the date of the invoice.

Default: When any member shall be in default in payment of dues or special assessments for a period of three months, his/her membership may be terminated by the Board of Directors.

Article IV (Meetings & Voting)
Annual Meeting: An annual meeting of members shall be held at which time annual reports of officers shall be made. Notice of the meeting shall be mailed to the last recorded address of each member at least ten days before the time of the meeting.  All meeting notices shall set forth the place, date, time, and purpose of the meeting. 

Special Meetings: Special meetings of members may be called by the President of MCA or upon the written request of five Board Members.  Such meeting is to be called for discussion of a specific subject.  No business other than that specified in the notice shall be transacted at any special meeting of the association. Notice for such meetings, if the President or Board expresses urgency, may be expedited by use of facsimile, telephone, or email.  Otherwise, notice requirements shall be the same as for the annual meeting.

Voting: Any member may designate another person to represent his/her firm at an MCA meeting by designating same in writing.  But each firm shall be entitled to only one vote in all matters coming before the assembly.  If the manner of deciding any question has not been otherwise prescribed, it shall be decided by majority vote of the members present.

Quorum: The presence in person of ten or more operator members in good standing of the Association entitled to vote shall be necessary to constitute a quorum for the transaction of business.

Article V (Directors)
Number: The property, affairs, activities, and concerns of the MCA shall be vested in a Board of Directors consisting of at least eleven (11)  but no more than nineteen (19) directors.

Election and Term: Board candidates shall be nominated each year by response from invitations mailed to all members, and an invitation posted in the MCA fall newsletter.  Elections shall be held in November or December and elected Board Members take office on January 1 for a two year term of office. The past President of MCA shall serve as Chairperson of the Board until he/she is displaced by the next retiring President. Should a Board vacancy unexpectedly occur, the Board of Directors will ask the next highest vote recipient at the last Board election to fill out the term of office. Should there be a lack of candidates nominated to serve, the President, with Board approval, is empowered to appoint a member in good standing to complete the term of office.  Any owner, officer, partner, or other person representing a member may be a Director of MCA.  At no time will the number of supply-side director members exceed fifty (50) percent of the total number of serving directors.

Duties: The Board of Directors may:  1)  hold meetings at such times and places as it thinks proper; 2)  admit members and suspend or expel them by ballot; 3)  audit bills and oversee dispersal of funds; 4)  employ agents; 5)  and devise and carry into execution such other measures as it deems proper and expedient to promote the purposes of the Association and best protect the interests and welfare of its members. 

Meetings: Regular meetings of the Board of Directors shall be held during the year starting in January, at which time the Board elects Officers.  Meetings normally are called by the President. Meetings may be called, however, upon request of three or more members of the Board. Notice of the meeting shall be mailed by MCA offices or the Secretary/Treasurer to the last recorded address of each Board Member at least ten days before the time of the meeting. In the alternative, communication by telephone, facsimile, email or personal contact within five days of the meeting shall constitute sufficient notice.

Quorum: Fifty (50) percent or more of the serving members of the Board of Directors shall constitute a quorum for the transaction of business.  In the absence of the President and Vice President, those present may elect a chairperson to run the meeting.  If a quorum is not present, a lesser number may adjourn the meeting to another date.

Absence: Should any member of the Board of Directors fail to participate in carrying out their responsibilities as a director, or miss three or more meetings in one calendar year without being excused, the Board may, after discussion and hearing or notification by mail with the individual as appropriate, by three-quarters majority vote of the board membership present at that meeting declare that person's seat vacant and appoint a replacement.

Vacancies: Provided for under Section on "Election & Term" in Article V.

Removal by Members: Any one or more of the Directors may be removed, with or without cause, at any time, by a vote of majority of the members present at any special meeting of the general membership called for that purpose.

Article VI (Officers)
Officers: The officers of the MCA shall consist of a President; Vice President; Secretary-Treasurer; and a Chairperson.   The President and Vice President must be operator members in good standing.  Board members must complete one full year of service before being eligible to run for an Officers seat.  Supply-side Board members may serve as Secretary-Treasurer.

Election and Term: All officers shall be elected each year by the Board of Directors at the first meeting of the Board in January and shall serve from the time of their election until reelected or relieved by their successors the following January. 

Vacancies and Removals: Officer vacancies shall be filled from within the Board of Directors, and all officers elected to fill a vacancy shall serve the balance of the term remaining for that office. Officers may be removed, with or without cause, by a majority vote of the Board of Directors.

Duties and Powers of the President: The President shall preside at all meetings of members and of the Board of Directors, and shall have authority to execute all authorized contracts, which shall be duly attested by the Secretary-Treasurer as deemed appropriate by the President. In the absence of the President, his/her duties devolve upon the Vice President.

Vice President: The Vice President in the absence or disability of the President shall act with full authority as President in all matters prescribed by these By-Laws and such additional as may be assigned by the Board of Directors. 

Secretary-Treasurer: The Secretary shall keep correct minutes of all meetings of the Board of Directors and the MCA.  He/she shall sign all authorized papers which require his/her signature and shall perform such other duties as the membership or Board may direct. The Treasurer shall receive and account for all moneys of the MCA and their disbursement under the authorization of the Board of Directors.  These offices may be combined into the single office of Secretary-Treasurer at the discretion of the Board of Directors. Holders of this office, whether single or dual capacity, may assign any or all of the above duties and responsibilities, to the Executive Director for implementation and execution through MCA offices. The responsibility for oversight and accountability however, remains with the elected officials.

Article VII (Committees)
Type: The President may name such committee's as may be needed to assist with planning and execution of meetings, exhibitions, social events, etc. Regular reports shall be made to the President and Board of Directors by the Committee Chair and/or the Executive Director.

Executive: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Chairperson, and Executive Director. The Executive Committee may act on behalf of the MCA in any matter which requires immediate attention when the Board of Directors is not in session, reporting to the Board for ratification of their action at the next regular or special meeting called for that purpose.  Three members shall constitute a quorum for the transaction of business.

Nominating: The Committee, to consist of the President, Vice President, Secretary-Treasurer, Chairperson, Executive Director, and two other Board Members selected by the President, shall prepare a slate of candidates for election to the Board each year in October.  The Committee may add to nominations made by members, or may screen out nominee?s who indicate their unwillingness to serve. The slate to elect members to serve on the Board shall, in no event, be more than twenty-one candidates.

Article VIII (Finances)
Funds: Moneys of the MCA shall be carried in the name of the Association in a bank, or banks...or savings and loan association, named by the Board of Directors or the Executive Committee.  All checks issued against the accounts of the MCA shall have two signatures, of either President, Vice President, Secretary-Treasurer, or Chairperson.

Bond Requirements: Should the Board so decide, the Treasurer, Executive Director, and all other persons designated by the Board of Directors to handle funds of MCA, shall execute a bond with an approved bonding company, authorized to do business in the State of Michigan, Ohio, Indiana, Illinois, and Wisconsin in the sum designated by the Board of Directors, with loss payable to MCA.  The premiums, unless otherwise provided for, shall be paid by the Association.

Books and Records: The Secretary-Treasurer of the Association shall keep correct and complete books and records of accounts; file timely reports to appropriate government agencies; keep minutes of the proceedings of its members; and maintain an up-to-date record giving the names and addresses of members who are entitled to vote. All books and records of the MCA may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Fiscal Year: The fiscal year of MCA shall be October 1 through September 30 of each year.

Article IX (Indemnification)
The Corporation, MCA, shall indemnify its Directors, officers, employees, and agents with respect to all matters to which the Michigan Business Corporation Act, M.C.L.A. 450.1561 through M.C.L.A. 450.1565, as amended, may in any way relate, to the full extent permitted or allowed by the laws of Michigan, whether or not specifically required, permitted or allowed by said sections. The foregoing right of indemnification shall not be exclusive of other rights to which any Directors, officers, employee, or agent may be entitled as a matter of law, or under any by-law, agreement, vote of shareholders or disinterested Directors or otherwise.

To aid the Corporation, MCA, in providing such indemnification, the Directors may purchase and maintain insurance on behalf of any person against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his status as a Director, officer, employee or agent, whether or not the Corporation would have power to indemnify him/her against such liability under such sections.

Article X (Amendments to By-Laws)
A majority of voting members present at any properly noticed meeting of MCA, or through properly noticed mail ballot as stated heretofore in these By-Laws may alter, amend, repeal, or adopt new By-Laws.  Amendments shall take effect immediately unless otherwise provided for.